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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-54202
 JWC Acquisition Corp.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
    
    27-3092187(State or Other Jurisdiction of Incorporation or Organization
    
    (I.R.S. Employer Identification No.)111 Huntington Avenue, Suite 2900
Boston, Massachusetts
    
    02199(Address of Principal Executive Offices)
    
    (Zip Code)
 (617) 753-1100
(Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Securities registered pursuant to Section 12(g) of the Act:
    o þ
 o þ
 þ o
 o o
 þ
  Large Accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company oDo not check if a smaller reporting compony
 þ o
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
  
 PageFORWARD-LOOKING STATEMENTS
    
    
    1PART I
    
    
    2ITEM 1. DESCRIPTION OF BUSINESS
    
    
    2ITEM 1A. RISK FACTORS
    
    
    6ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    21ITEM 2 PROPERTIES
    
    
    21ITEM 3 LEGAL PROCEEDINGS
    
    
    22ITEM 4 [REMOVED AND RESERVED]
    
    
    22PART II
    
    
    23ITEM 5 MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    23ITEM 6 SELECTED FINANCIAL DATA
    
    
    25ITEM 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    25ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    27ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    27ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    28ITEM 9A. CONTROLS AND PROCEDURES
    
    
    28ITEM 9B OTHER INFORMATION
    
    
    28PART III
    
    
    29ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    29ITEM 11 EXECUTIVE COMPENSATION
    
    
    30ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    31ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    33ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    36PART IV
    
    
    37ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    37SIGNATURES
    
    
    S-1INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-1EX-10.14EX-31.1EX-31.2EX-32.1EX-32.2
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FORWARD-LOOKING STATEMENTS
  
    
    our ability to complete our initial business combination;
    
    our success in retaining or recruiting, or changes required in, our officers, key
employees or directors following our initial business combination;
    
    our officers and directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our initial business
combination;
    
    our potential ability to obtain additional financing to complete our initial
business combination;
    
    our pool of prospective target businesses;
    
    the ability of our officers and directors to generate a number of potential
investment opportunities;
    
    our public securities liquidity and trading;
    
    the use of proceeds not held in the trust account or available to us from interest
income on the trust account balance; or
    
    our financial performance.
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PART I
 References in this report to we, us or the Company refer to JWC Acquisition Corp. References
to our management or our management team refer to our officers and directors and references to
the Sponsor refer to JWC Acquisition, LLC, a Delaware limited liability company.
 
 ITEM 1. DESCRIPTION OF BUSINESS
 General
    Effecting our initial business combination
 General
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Selection of a target business and structuring of our initial business combination
    Redemption rights for holders of Public Shares upon consummation of our initial business
combination
   Conduct of redemptions pursuant to tender offer rules
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Submission of our initial business combination to a stockholder vote
     Limitation on redemption rights upon consummation of a business combination if we seek a
stockholder vote
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Redemption of common stock and liquidation if no initial business combination
  
    
    cease all operations except for the purpose of winding up;
    
    as promptly as reasonably possible but not more than ten business days thereafter,
redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest but net of
franchise and income taxes payable and less up to $100,000 of such net interest that
may be released to us from the trust account to pay dissolution expenses, divided by
the number of then outstanding Public Shares, which redemption will completely
extinguish Public Stockholders rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and subject to
the requirement that any refund of income taxes that were paid from the trust account
which is received after such redemption shall be distributed to the former public
stockholders; and
    
    as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and
liquidate;
   Competition
  
    
    our obligation to pay cash in connection with our Public Stockholders who exercise
their redemption rights may reduce the resources available to us for an initial
business combination; and
    
    our outstanding warrants, and the future dilution they potentially represent, may
not be viewed favorably by certain target businesses.
  Employees
  Available Information
 http://www.sec.gov.
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ITEM 1A. RISK FACTORS
  We are a newly formed development stage company with no operating history and no revenues, and you
have no basis on which to evaluate our ability to achieve our business objective.
  You may not be afforded an opportunity to vote on our proposed business combination, unless such
vote is required by law, which means we may consummate our initial business combination even though
a majority of our Public Stockholders do not support such a combination.
  Your only opportunity to affect the investment decision regarding a potential business combination
will be limited to the exercise of your right to redeem your shares from us for cash, unless we
seek stockholder approval of the business combination.
  Your ability to redeem your shares for cash may make our financial condition unattractive to
potential business combination targets, which may make it difficult for us to enter into a business
combination with a target.
  The ability of a larger number of our stockholders to exercise redemption rights may not allow us
to consummate the most desirable business combination or optimize our capital structure.
  The requirement that we complete a business combination within 21 months from the closing of our
initial public offering may give potential target businesses leverage over us in negotiating a
business combination and may decrease our ability to conduct due diligence on potential business
combination targets as we approach our dissolution deadline, which could undermine our ability to
consummate a business combination on terms that would produce value for our stockholders.
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We may not be able to consummate a business combination within the prescribed timeframe, in which
case we would cease all operations except for the purpose of winding up and we would redeem the
Public Shares and liquidate.
  If we are unable to complete our initial business combination within the prescribed time frame, you
may receive less than $10.00 per share on our redemption and our warrants will expire worthless.
  Our purchase of common stock in the open market may support the market price of the common stock
and/or warrants during the buyback period and, accordingly, the termination of the support provided
by such purchases may materially adversely affect the market price of the units, common stock
and/or warrants.
  If we seek stockholder approval of our business combination, we, the Sponsor, and our directors,
officers, advisors and their affiliates may elect to purchase shares from stockholders, in which
case we or they may influence a vote in favor of a proposed business combination that you do not
support.
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Our purchases of common stock in the open market or in privately negotiated transactions would
reduce the funds available to us after the business combination.
  Purchases of common stock in the open market or in privately negotiated transactions by us or the
Sponsor, or our directors, officers, advisors or their affiliates may make it difficult for us to
list our common stock on a national securities exchange.
  Our purchases of common stock in the open market or in privately negotiated transactions may have
negative economic effects on our remaining Public Stockholders.
  You will not have any rights or interests in funds from the trust account, except under certain
limited circumstances. To liquidate your investment, therefore, you may be forced to sell your
Public Shares or warrants, potentially at a loss.
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We do not intend to establish an audit committee or a compensation committee until the consummation
of an initial business combination. Until such time, no formal committee of independent directors
will review matters related to our business, and such lack of review could negatively impact our
business.
  Our securities are quoted on the Over-the-Counter Bulletin Board quotation system, which limits the
liquidity and price of our securities more than if our securities were quoted or listed on the NYSE
Amex Market or another national securities exchange and result in our stockholders not receiving
the benefit of our being subject to the listing standards of a national securities exchange.
   You will not be entitled to protections normally afforded to investors of many other blank check
companies.
  Because of our limited resources and the significant competition for business combination
opportunities, it may be more difficult for us to complete a business combination. If we are unable
to complete our initial business combination, you may receive only approximately $10.00 per Public
Share on our redemption, and our warrants will expire worthless.
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If the net proceeds of our initial public offering not being held in the trust account, together
with the up to $1.25 million of interest in the trust account (net of franchise and income taxes
payable) which may be released to us for working capital purposes, are insufficient to allow us to
operate until at least August 23, 2012, we may be unable to complete our initial business
combination.
  The current low interest rate environment could limit the amount available to fund our search for a
target business or businesses and complete our initial business combination since we will depend on
interest earned on the trust account to fund our search, to pay our franchise and income taxes and
to complete our initial business combination.
  Subsequent to our consummation of our initial business combination, we may be required to
subsequently take write-downs or write-offs, restructuring and impairment or other charges that
could have a significant negative effect on our financial condition, results of operations and our
stock price, which could cause you to lose some or all of your investment.
  If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount that you receive may be less than approximately $10.00 per
Public Share.
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Our directors may decide not to enforce J.W. Childs indemnification obligations, resulting in a
reduction in the amount of funds in the trust account available for distribution to our Public
Stockholders.
  If, after we distribute the proceeds in the trust account to our Public Stockholders, we file a
bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of
directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
  If, before distributing the proceeds in the trust account to our Public Stockholders, we file a
bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that you would otherwise receive in connection with our
liquidation may be reduced.
  If we are deemed to be an investment company under the Investment Company Act, we may be required
to institute burdensome compliance requirements and our activities may be restricted, which may
make it difficult for us to complete a business combination.
  
    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities,
   
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
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
    
    reporting, record keeping, voting, proxy and disclosure requirements and other rules and
regulations.
  Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely
affect our business, investments and results of operations.
  You may be held liable for claims by third parties against us to the extent of distributions
received by you upon redemption of your shares.
   We do not currently intend to hold an annual meeting of stockholders until after our consummation
of a business combination and you will not be entitled to any of the corporate protections provided
by such a meeting.
  We have not registered the shares of common stock issuable upon exercise of the warrants under the
Securities Act or states securities laws, and such registration may not be in place when you desire
to exercise your warrants, thus precluding you from being able to exercise you warrants and causing
such warrants to expire worthless.
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The grant of registration rights to our Initial Stockholders and holders of the Sponsor Warrants
may make it more difficult to complete our initial business combination, and the future exercise of
such rights may adversely affect the market price of our common stock.
  Because we have not selected a particular segment of the consumer products or specialty retail
sectors or any specific target businesses with which to pursue a business combination, you will be
unable to ascertain the merits or risks of any particular target business operations.
  We may seek investment opportunities in sectors outside of the consumer products and specialty
retail sectors (which industries may or may not be outside of our managements area of expertise).
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Although we identified general criteria and guidelines that we believe are important in evaluating
prospective target businesses, we may enter into a business combination with a target does not meet
such criteria and guidelines, and as a result, the target business with which we enter into our
initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.
  Unlike many blank check companies, we are not required to acquire a target with a valuation equal
to a certain percentage of the amount held in the trust account. Managements unrestricted
flexibility in identifying and selecting a prospective acquisition candidate, along with our
managements financial interest in consummating an initial business combination, may lead
management to enter into an acquisition agreement that is not in your best interest.
   We are not required to obtain an opinion from an independent investment banking firm, and
consequently, you may have no assurance from an independent source that the price we are paying for
the business is fair to our stockholders from a financial point of view.
  We may issue additional common or preferred shares to complete our initial business combination or
under an employee incentive plan after consummation of our initial business combination, which
would dilute your interest and likely present other risks.
  
    
    may significantly dilute the equity interest of investors in our initial public offering;
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
    
    may subordinate the rights of holders of common stock if preferred stock is issued with
rights senior to those afforded our common stock;
    
    could cause a change in control if a substantial number of common stock is issued, which may
affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors; and
    
    may adversely affect prevailing market prices for our units, common stock and/or warrants.
 Resources could be wasted in researching acquisitions that are not consummated, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, you may only receive
approximately $10.00 per Public Share on our redemption, and our warrants will expire worthless.
  We are dependent upon our officers and directors and their loss could adversely affect our ability
to operate.
  Our ability to successfully effect our initial business combination and to be successful thereafter
will be totally dependent upon the efforts of our key personnel, some of whom may join us following
our initial business combination. The loss of key personnel could negatively impact the operations
and profitability of our post-combination business.
  Our key personnel may negotiate employment or consulting agreements with a target business in
connection with a particular business combination. These agreements may provide for them to receive
compensation following a business combination and as a result, may cause them to have conflicts of
interest in determining whether a particular business combination is the most advantageous.
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We may have a limited ability to assess the management of a prospective target business and, as a
result, may effect a business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
  The officers and directors of an acquisition candidate may resign upon consummation of a business
combination. The loss of an acquisition targets key personnel could negatively impact the
operations and profitability of our post-combination business.
  Our officers and directors allocate their time to other businesses, which could cause conflicts of
interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to consummate a business combination.
    Certain of our officers and directors are now, and all of them may in the future become, affiliated
with entities engaged in business activities similar to those conducted by us and, accordingly, may
have conflicts of interest in allocating their time and determining to which entity a particular
business opportunity should be presented.
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Our officers, directors, security holders and their respective affiliates may have competing
pecuniary interests that conflict with our interests.
  We may engage in a business combination with one or more target businesses that have relationships
with entities that may be affiliated with our executive officers, directors or existing holders
which may raise potential conflicts of interest.
  Since the Sponsor will lose its entire investment in us if a business combination is not
consummated and our officers and directors have significant financial interests in us, a conflict
of interest may arise in determining whether a particular acquisition target is appropriate for our
initial business combination.
  We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination, which may adversely affect our leverage and financial condition and thus
negatively impact the value of your investment in us.
  
    
    default and foreclosure on our assets if our operating revenues after an initial business
combination are insufficient to repay our debt obligations;
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
    
    acceleration of our obligations to repay the indebtedness even if we make all principal and
interest payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the debt security is
payable on demand;
    
    our inability to obtain necessary additional financing if the debt security contains
covenants restricting our ability to obtain such financing while the debt security is outstanding;
    
    our inability to pay dividends on our common stock;
    
    using a substantial portion of our cash flow to pay principal and interest on our debt,
which will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
    
    limitations on our flexibility in planning for and reacting to changes in our business and
in the industry in which we operate;
    
    increased vulnerability to adverse changes in general economic, industry and competitive
conditions and adverse changes in government regulation; and
    
    limitations on our ability to borrow additional amounts for expenses, capital expenditures,
acquisitions, debt service requirements, execution of our strategy and other purposes and other
disadvantages compared to our competitors who have less debt.
 We may only be able to complete one business combination with the proceeds of our initial public
offering, which will cause us to be solely dependent on a single business which may have a limited
number of products or services. This lack of diversification may negatively impact our operations
and profitability.
   
    
    solely dependent upon the performance of a single business, property or asset, or
    
    dependent upon the development or market acceptance of a single or limited number of
products, processes or services.
  We may attempt to simultaneously consummate business combinations with multiple prospective
targets, which may hinder our ability to consummate an initial business combination and give rise
to increased costs and risks that could negatively impact our operations and profitability.
  We may attempt to consummate our initial business combination with a private company about which
little information is available, which may result in a business combination with a company that is
not as profitable as we suspected, if at all.
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We may not be able to maintain control of a target business after our initial business combination.
We cannot provide assurance that, upon loss of control of a target business, new management will
possess the skills, qualifications or abilities necessary to profitably operate such business.
  Unlike many blank check companies, we do not have a specified maximum redemption threshold. The
absence of such a redemption threshold will make it easier for us to consummate a business
combination with which a substantial majority of our stockholders do not agree.
  The exercise price for the warrants sold as part of the units in our initial public offering is
higher than in many similar blank check company offerings in the past, and, accordingly, the
warrants are more likely to expire worthless.
  In order to effectuate a business combination, blank check companies have, in the recent past,
amended various provisions of their charters and modified governing instruments. We cannot assure
you that we will not seek to amend our amended and restated certificate of incorporation or
governing instruments in a manner that will make it easier for us to consummate a business
combination that our stockholders may not support.
  The provisions of our amended and restated certificate of incorporation may be amended with the
approval of 65% of our stockholders, which is a lower amendment threshold than that of many blank
check companies. It may be easier for us, therefore, to amend our amended and restated certificate
of incorporation to facilitate the consummation of an initial business combination that our
stockholders may not support.
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We may be unable to obtain additional financing to complete our initial business combination or to
fund the operations and growth of a target business, which could compel us to restructure or
abandon a particular business combination. If we are unable to complete our initial business
combination, you may only receive approximately $10.00 per Public Share on our redemption, and our
warrants will expire worthless.
  Our Initial Stockholders control a substantial interest in us and thus may exert a substantial
influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
  We may amend the terms of the warrants in a manner that may be adverse to holders with the approval
by the holders of at least 65% of the then outstanding warrants sold as part of the units in our
initial public offering.
  We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to
you, thereby making your warrants worthless.
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Our warrants may have an adverse effect on the market price of our common stock and make it more
difficult to effectuate a business combination.
   Because we must furnish our stockholders with target business financial statements, we may lose the
ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
  Compliance obligations under the Sarbanes-Oxley Act of 2002 may make it more difficult for us to
effectuate a business combination, require substantial financial and management resources, and
increase the time and costs of completing an acquisition.
  Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a
takeover of us, which could limit the price investors might be willing to pay in the future for our
common stock and could entrench management.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. [REMOVED AND RESERVED]
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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
   Units(1)
    
    
    Common Stock(2)
    
    
    Warrants(3)2010
    
    High
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    LowFourth Quarter
    
    $
    10.28
    
    
    $
    10.00
    
    
    $
    9.55
    
    
    $
    9.70
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Our units were first quoted on the OTCBB on November 18, 2010. The figures for the fourth quarter
of 2010 are for the period from November 18, 2010 through December 31, 2010.(2)
    
    Our common stock was first quoted on the OTCBB on December 6, 2010. The figures for the fourth
quarter of 2010 are for the period from December 6, 2010 through December 31, 2010.(3)
    
    Our warrants were first quoted on the OTCBB on December 6, 2010. However, we are not aware of any
trading activity for our warrants for the period from December 6, 2010 through December 31,
2010, other than the private transactions described below under Repurchases of Equity
Securities by the Issuer and Affiliated Purchasers. Holders
  Dividends
  Performance Graph
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Recent Sales of Unregistered Securities
  Use of Proceeds from Sales of Registered Securities
  Repurchases of Equity Securities by the Issuer and Affiliated Purchasers
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ITEM 6. SELECTED FINANCIAL DATA
  July 22, 2010(inception) toDecember 31, 2010Statement of Operations Data:Operating expenses:Other general and administrative expenses
    
    $
    30,541Loss from operations before other income and income tax expense
    
    
    (30,541
    )Other income (expense):Interest income
    
    
    16,373State taxes, other than income taxes
    
    
    (19,800
    )Total other expense
    
    
    (3,427
    )Loss before income tax expense
    
    
    (33,968
    )Income tax expense
    
    
    Net loss
    
    $
    (33,968
    )Loss per common share:Basic and diluted
    
    $
    (0.01
    )Weighted average shares outstanding:Basic and diluted
    
    
    5,617,533Balance Sheet Data:Cash and cash equivalents
    
    $
    865,355Cash equivalents held in trust
    
    $
    124,966,373Total assets
    
    $
    126,036,432Common stock subject to possible redemption (at fair value): 11,640,520 shares at December 31, 2010
    
    $
    116,405,200Total stockholders equity
    
    $
    5,000,009Cash Flow Data:Net cash
used in  operating activities
    
    $
    (142,323
    )Net cash used in investing activities
    
    $
    124,966,373Net cash provided by financing activities
    
    $
    125,974,051
 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  RESULTS OF OPERATIONS
 Results of Operations
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Liquidity and Capital Resources
  
    
    $225,000 for premiums associated with our directors and officers liability
insurance; and
 
    
    $465,000 of expenses in legal, accounting and filing fees relating to our SEC
reporting obligations, general corporate matters, and miscellaneous expenses.
  
    
    due diligence and investigation of prospective target businesses;
 
    
    legal and accounting fees relating to our SEC reporting obligations and general
corporate matters;
 
    
    structuring and negotiating a business combination, including the making of a down
payment or the payment of exclusivity or similar fees and expenses; and
 
    
    other miscellaneous expenses.
  Off-Balance Sheet Financing Arrangements
   Contractual Obligations
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Critical Accounting Policies and Estimates
  Cash and Cash Equivalents
  Cash Held in Trust
  Loss per Common Share
  Use of Estimates
  Income Taxes
  Recent Accounting Pronouncements
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
     
 ITEM 9B.
    
    OTHER INFORMATION
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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Age
    
    PositionJohn W. Childs
    
    
    69
    
    
    Chairman and Chief Executive OfficerAdam L. Suttin
    
    
    43
    
    
    PresidentArthur P. Byrne
    
    
    65
    
    
    Vice PresidentDavid A. Fiorentino
    
    
    34
    
    
    Vice President and Chief Financial OfficerRaymond B. Rudy
    
    
    79
    
    
    Vice PresidentJeffrey J. Teschke
    
    
    39
    
    
    Vice President, Treasurer and SecretaryWilliam E. Watts
    
    
    58
    
    
    Vice PresidentJohn K. Haley
    
    
    59
    
    
    DirectorSonny King
    
    
    68
    
    
    Director
 John W. Childs
 Adam L. Suttin
 Arthur P. Byrne
 David A. Fiorentino
 Raymond B. Rudy
 - 29 -




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##### Table of Contents



Jeffrey J. Teschke
 William E. Watts
 John K. Haley
 Sonny King
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee and Audit Committee Financial Expert
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  - 30 -




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Compensation Committee Interlocks and Insider Participation and Compensation Committee Report
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
    
    each person known by us to be the beneficial owner of more than 5% of our
outstanding 14,840,116 shares of common stock;
 
    
    each of our officers and directors; and
 
    
    all our officers and directors as a group.
  ApproximatePercentage ofNumber of Shares
    
    
    Outstanding CommonName and Address of Beneficial Owner(1)
    
    Beneficially Owned
    
    
    Stock(2)JWC Acquisition, LLC (the Sponsor)(2)(3)
    
    
    2,014,536
    
    
    
    13.9
    %John W. Childs(2)(3)
    
    
    2,014,536
    
    
    
    13.9
    %Archer Capital Management, L.P.(4)
    
    
    1,237,500
    
    
    
    8.5
    %
 - 31 -




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##### Table of Contents



ApproximatePercentage ofNumber of Shares
    
    
    Outstanding CommonName and Address of Beneficial Owner(1)
    
    Beneficially Owned
    
    
    Stock(2)AQR Capital Management, LLC(5)
    
    
    1,275,750
    
    
    
    8.8
    %Fir Tree Value Master Fund, L.P.(6)
    
    
    1,000,000
    
    
    
    6.9
    %Bulldog Investors(7)
    
    
    800,000
    
    
    
    5.5
    %John K. Haley(2)(8)
    
    
    10,174
    
    
    
    
    *Sonny King(2)(8)
    
    
    10,174
    
    
    

    
    *All directors and executive officers as a group (nine individuals)(2)
    
    
    2,034,884
    
    
    
    14.0
    %
 
 *
    
    Less than one percent.         - 32 -




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
      - 33 -




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##### Table of Contents




 
 - 34 -




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##### Table of Contents




 
   
    
    the corporation could financially undertake the opportunity;
    
    the opportunity is within the corporations line of business; and
    
    it would not be fair to the corporation and its stockholders for the opportunity not to be
brought to the attention of the corporation.
   Director Independence
   - 35 -




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Audit Fees
  Tax Fees
  All Other Fees
  - 36 -




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (1)
    
    Financial StatementsReference is made to the Index to Financial Statements of the Company under Item 8
of Part II.(2)
    
    Financial Statement ScheduleAll financial statement schedules are omitted because they are not applicable or the
amounts are immaterial, not required, or the required information is presented in
the financial statements and notes thereto in Item 8 of Part II above.(3)
    
    Exhibits
 ExhibitNumber
    
    Description1.1
    
    Underwriting Agreement (incorporated by reference to Exhibit 1.1
to Amendment No. 1 to the Companys Registration Statement on Form
S-1 (File No. 333-168798), filed with the Securities and Exchange
Commission on September 23, 2010).3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to Amendment No. 4 to the Companys
Registration Statement on Form S-1 (File No. 333-168798), filed
with the Securities and Exchange Commission on November 12, 2010).3.2
    
    Amended and Restated By-laws (incorporated by reference to Exhibit
3.2 to the Companys Current Report on Form 8-K (File No.
000-54202), filed with the Securities and Exchange Commission on
November 24, 2010).4.1
    
    Specimen Unit Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 2 to the Companys Registration Statement on
Form S-1 (File No. 333-168798), filed with the Securities and
Exchange Commission on October 26, 2010).4.2
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to the Companys Registration
Statement on Form S-1 (File No. 333-168798), filed with the
Securities and Exchange Commission on September 23, 2010).4.3
    
    Specimen Warrant Certificate (incorporated by reference to Exhibit
4.3 to Amendment No. 2 to the Companys Registration Statement on
Form S-1 (File No. 333-168798), filed with the Securities and
Exchange Commission on October 26, 2010).4.4
    
    Warrant Agreement, dated as of November 17, 2010, by and between
the Company and Continental Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4.1 to the Companys Current
Report on Form 8-K (File No. 000-54202), filed with the Securities
and Exchange Commission on November 24, 2010).10.1
    
    Promissory Note, dated August 5, 2010, issued to J.W. Childs
Associates, L.P. (incorporated by reference to Exhibit 10.1 to the
Companys Registration Statement on Form S-1 (File No.
333-168798), filed with the Securities and Exchange Commission on
August 12, 2010).10.2
    
    Letter Agreement, dated as of November 16, 2010, among the
Company, JWC Acquisition, LLC, J.W. Childs Associates, L.P. and
each of the members of JWC Acquisition, LLC (incorporated by
reference to Exhibit 10.2 to Amendment No. 5 to the Companys
Registration Statement on Form S-1 (File No. 333-168798), filed
with the Securities and Exchange Commission on November 17, 2010).10.3
    
    Letter Agreement, dated as of November 16, 2010, between the Company and John K. Haley (incorporated by
reference to Exhibit 10.3 to Amendment No. 5 to the Companys Registration Statement on Form S-1 (File No.
333-168798), filed with the Securities and Exchange Commission on November 17, 2010).
 - 37 -




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##### Table of Contents



ExhibitNumber
    
    Description10.4
    
    Letter Agreement, dated as of November 16, 2010, between the Company and Sonny King (incorporated by
reference to Exhibit 10.4 to Amendment No. 5 to the Companys Registration Statement on Form S-1 (File No.
333-168798), filed with the Securities and Exchange Commission on November 17, 2010).10.5
    
    Investment Management Trust Agreement, dated as of November 17, 2010, by and among the Company, JWC
Acquisition Security Corporation and Continental Stock Transfer & Trust Company (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 000-54202), filed with the Securities
and Exchange Commission on November 24, 2010).10.6
    
    Letter Agreement, dated as of August 5, 2010, between J.W. Childs Associates, L.P. and the Company regarding
administrative support (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on
Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).10.7
    
    Form of Registration Rights Agreement among the Company, JWC Acquisition, LLC and each of the members of JWC
Acquisition, LLC (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Companys Registration
Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October
26, 2010).10.8
    
    Securities Purchase Agreement, effective as of August 5, 2010, between the Company and JWC Acquisition, LLC
(incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form S-1 (File No.
333-168798), filed with the Securities and Exchange Commission on August 12, 2010).10.9
    
    Sponsor Warrants Purchase Agreement, dated as of August 5, 2010, among the Company and the members of JWC
Acquisition, LLC (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form
S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).10.10
    
    Amendment to Sponsor Warrants Purchase Agreement, dated as of October 25, 2010, among the Company and the
members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the
Companys Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange
Commission on October 26, 2010).10.11
    
    Form of Indemnity Agreement (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Companys
Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission
on September 23, 2010).10.12
    
    Contribution Agreement, dated as of October 25, 2010, by and between the Company and JWC Acquisition, LLC
(incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Companys Registration Statement on
Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).10.13
    
    Securities Assignment Agreement, dated as of October 25, 2010, among the Company, JWC Acquisition, LLC, John
K. Haley and Sonny King (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Companys
Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission
on October 26, 2010).10.14*
    
    Amendment No. 1 to Registration
Rights Agreement, dated as of March 31, 2011, among the Company, JWC
Acquisition, LLC and each of the members of JWC Acquisition, LLC.14
    
    Form of Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 to the Companys
Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission
on September 23, 2010).31.1*
    
    Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).31.2*
    
    Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).32.1*
    
    Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule
15d-14(b) and 18 U.S.C. 1350.32.2*
    
    Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
 
 *
    
    Filed herewith. - 38 -




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##### Table of Contents



SIGNATURES
  Date: March 31, 2011
    JWC ACQUISITION CORP.By:
    /s/ John W. ChildsName:
    John W. ChildsTitle:
    Chief Executive Officer POWER OF ATTORNEY
   /s/ John W. Childs

John W. Childs
    
    Chairman and Chief Executive Officer(Principal Executive Officer)
    
    March 31, 2011/s/ Adam L. Suttin

Adam L. Suttin
    
    President
    
    March 31, 2011/s/ David A. Fiorentino

David A. Fiorentino
    
    Vice President and Chief Financial Officer(Principal Financial Officer)
    
    March 31, 2011/s/ Jeffrey J. Teschke

Jeffrey J. Teschke
    
    Vice President, Treasurer and Secretary(Principal Accounting Officer)
    
    March 31, 2011/s/ John K. Haley

John K. Haley
    
    Director
    
    March 31, 2011/s/ Sonny King

Sonny King
    
    Director
    
    March 31, 2011
 S-1




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##### Table of Contents



ITEM 16. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheet as of December 31, 2010
    
    F-3Consolidated Statement of Operations for the period July 22, 2010 (inception) to December 31, 2010
    
    F-4Consolidated Statement of Changes in Stockholders Equity for the period July 22, 2010
(inception) to December 31, 2010
    
    F-5Consolidated Statement of Cash Flows for the period July 22, 2010 (inception) to December 31, 2010
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-2




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
Consolidated Balance Sheet
December 31, 2010
 Assets:Current assets:Cash
    
    $
    865,355Prepaid insurance
    
    
    204,545Other current assets
    
    
    159Total current assets
    
    
    1,070,059Investments held in trust
    
    
    124,966,373Total assets
    
    $
    126,036,432Liabilities and Stockholders Equity:Current liabilities:Loan payable to related party
    
    $
    30,049Franchise tax payable
    
    
    19,800Accounts payable and other liabilities
    
    
    206,374Total current liabilities
    
    
    256,223Deferred offering costs
    
    
    4,375,000Total liabilities
    
    
    4,631,223Commitment and contingenciesCommon stock subject to possible redemption: 11,640,520
shares (at redemption value)
    
    
    116,405,200Stockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares
authorized;
none issued and outstanding
    
    
    Common stock, $0.0001 par value; 400,000,000 shares
authorized;
14,840,116 shares issued and outstanding (includes
11,640,520 shares
subject to possible redemption)
    
    
    1,484Additional paid-in capital
    
    
    5,032,493Accumulated deficit during the development stage
    
    
    (33,968
    )Total stockholders equity, net
    
    
    5,000,009Total liabilities and stockholders equity
    
    $
    126,036,432
 The accompanying notes are an integral part of these consolidated financial statements.
 F-3




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage
Company) Consolidated Statement of Operations
For the period from July 22, 2010 (date of inception) to December 31, 2010
 Revenue
    
    $
    General and administrative expenses
    
    
    50,341Loss from operations
    
    
    (50,341
    )Interest income
    
    
    16,373Loss before provision for income taxes
    
    
    (33,968
    )Provision for income taxes
    
    
    Net loss attributable to common shares outstanding
    
    $
    (33,968
    )Net loss
    
    
    33,968Interest earned in Trust Account, attributable to common stock
subject to possible redemption, net of tax
    
    
    Net loss applicable to common shareholders
    
    $
    33,968Weighted average number of common
shares outstanding  basic and diluted
    
    
    5,617,533Net loss per common share outstanding, basic and diluted
    
    $
    0.01Two Class MethodWeighted average number of common shares
outstanding subject to possible redemption
    
    
    2,993,524Net loss per common share for shares subject to possible redemption
    
    $
    0.01Weighted average number of common shares,
excluding shares subject to possible redemption
    
    
    2,624,009Net loss per common share, excluding shares subject to possible
    
    $
    0.01redemption  basic and diluted
 The accompanying notes are an integral part of these consolidated financial statements.
 F-4




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the period from July 22, 2010 (date of inception) to December 31, 2010
 AccumulatedDeficit DuringAdditional
    
    
    the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance of founder shares
to
Sponsor at $0.010 per
founder share
    
    
    2,464,286
    
    
    $
    246
    
    
    $
    24,754
    
    
    
    
    
    
    $
    25,000Return and cancellation on
October 25, 2010 of
124,170
of founder shares
    
    
    (124,170
    )
    
    
    (12
    )
    
    
    12
    
    
    
    
    
    
    
    Sale on November 23, 2010
of
12,500,000 units (including
11,659,490 shares
subject to
possible redemption
    
    
    12,500,000
    
    
    
    1,250
    
    
    
    124,998,750
    
    
    
    
    
    
    
    125,000,000Underwriters discount and
offering expenses
    
    
    
    
    
    
    
    
    
    
    (7,585,823
    )
    
    
    
    
    
    
    (7,585,823
    )Proceeds from private
placement
of 5,333,333 warrants
    
    
    
    
    
    
    
    
    
    
    4,000,000
    
    
    
    
    
    
    
    4,000,000Proceeds subject to
possible
redemption of
11,659,490 shares on
November 23, 2010
    
    
    
    
    
    
    
    
    
    
    (116,594,900
    )
    
    
    
    
    
    
    (116,594,900
    )Decrease in carrying
amount of
redeemable shares to
11,640,520
shares subject to
possible
redemption at December 31, 2010
    
    
    
    
    
    
    
    
    
    
    189,700
    
    
    
    
    
    
    
    189,700Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,968
    )
    
    
    (33,968
    )Balances as of December
31, 2010
    
    
    14,840,116
    
    
    $
    1,484
    
    
    $
    5,032,493
    
    
    $
    (33,968
    )
    
    $
    5,000,009
 The accompanying notes are an integral part of these consolidated financial statements.
 F-5




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
Consolidated Statement of Cash Flows
For the period from July 22, 2010 (date of inception) to December 31, 2010
 Cash Flows From Operating Activities:Net loss
    
    $
    (33,968
    )Changes in operating assets & liabilities:Prepaid insurance
    
    
    (204,545
    )Other current assets
    
    
    (159
    )Franchise tax payable
    
    
    19,800Accounts payable and other liabilities
    
    
    46,500Proceeds from loan payable to related party
    
    
    30,049Net cash used in operating activities
    
    
    (142,323
    )Cash Flows from Investing Activities:Investments held in trust
    
    
    (124,966,373
    )Cash used by investing activities
    
    
    (124,966,373
    )Cash Flows from Financing Activities:Proceeds from note payable to related party
    
    
    25,000Payment of note payable to related party
    
    
    (25,000
    )Proceeds from sale of common stock to Sponsor
    
    
    25,000Proceeds from public offering
    
    
    125,000,000Proceeds from private placement
    
    
    4,000,000Payment of offering costs
    
    
    (3,050,949
    )Net cash provided by financing activities
    
    
    125,974,051Increase in cash
    
    
    865,355Cash at beginning of period
    
    
    Cash at end of period
    
    $
    865,355Supplemental Disclosure of Non-Cash Financing Activities:Deferred offering costs included in accounts payable and other liabilities
    
    $
    159,874Deferred offering costs
    
    $
    4,375,000
 The accompanying notes are an integral part of these consolidated financial statements.
 F-6




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Business Operations
 Incorporation
  Sponsor
  Fiscal Year End
  Business Purpose
  Financing
   Trust Account
   Business Combination
  Size
 Focus
 F-7




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Tender Offer/Stockholder Approval
  Permitted Purchase of Public Shares
 Liquidation
   2. Significant Accounting Policies
 Basis of Presentation
   F-8




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Development Stage Company
  Securities held in Trust
    Net Loss Per Share
   Use of Estimates
  Concentration of Credit Risk
  F-9




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Income Taxes
      Deferred Offering Costs
  Redeemable Common Stock
    Fair Value of Financial Instruments
  Recent Accounting Pronouncements
  F-10




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3. Public Offering
 Public Units
  Public Warrant Terms and Conditions :
 Exercise Conditions
 Registration Risk
 Accounting
 Underwriting Agreement
  4. Related Party Transactions
 Founder Shares
  Forfeiture
 F-11




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Rights
 Voting
 Liquidation
 Exercise Conditions
 Accounting
 Disposition Restrictions
  Registration Rights
  5. Other Related Party Transactions
 F-12




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Administrative Services
  Loan Payable
 
 Note Payable
  6. Trust Account
  F-13




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  GrossUnrealizedHoldingCarrying Amount
    
    
    Gains
    
    
    Fair ValueHeld to maturity:United States Treasury Securities
    
    $
    124,965,251
    
    
    $
    6,507
    
    
    $
    124,971,758
 7. Fair Value Measurements
   Significant
    
    
    SignificantOther
    
    
    OtherQuoted Prices in
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Restricted cash equivalents held in Trust Account
    
    $
    124,971,758
    
    
    $
    124,972,880
    
    
    $
    
    
    
    $
    
 8. Income Taxes
  Net operating loss carry-forward
    
    $
    13,512Less, valuation allowance
    
    
    (13,512
    )$
    
  9. Stockholders Equity
 Common Stock
 F-14




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##### Table of Contents



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Preferred Shares
 10. Stockholders Equity
  F-15